Memento Mori
by Midnight5
Summary: *UPDATED* An upgraded version of Smith has been produced, and is now being forced to work with a human. Will they be able to co-operate in order to help maintain control within the Matrix? Or will they kill each other before they even do their jobs?
1. Prologue: And Here it Begins

**Author:** Midnight

**E-mail:** zeetto@yahoo.com

**Title:** Memento mori

**Rating:** PG-13 (That's as far as the rating is going to go. It isn't there…yet.)

**Disclaimer:** I do not own any of the characters, etc. in the Matrix universe. All material relating to the Matrix is owned by the Watchowski brothers and WB. I do not claim to own anything, so don't sue me!

**Summary:** Agent Smith has been upgraded by an unknown program. Now there are two Smiths, one (along with his clones) who seems intent on finishing off Neo, and the other one who seems intent on finding out just who upgraded him. If that isn't mysterious enough, a prophecy regarding the third version of Smith has begun to circulate…stating that he will bring about the end of the world…both in the Matrix and out of it. 

Prologue: And Here it Begins… 

As large droplets of water descended from the sky, it was no surprise that flashes of lightning accompanied it. No one knew exactly how the weather assimilator of the Matrix decided what the weather should be like, nor could they ever account for why storms always seemed to be more traumatic in the center of the core network.

The pounding rain did nothing to help the already run-down looking building that stood on the corner of some non-descript street in downtown metropolis. The building appeared abandoned, shards of broken glass lay on the ground as old pieces of rotten wood that had once been nailed over the open frames lay amongst the pieces.

In the lower level of the building however, a small 100-watt light bulb was all that illuminated the basement. Even then, the constant flickering of the light did not help to make things visible, but rather created a variety of shadows, which danced and twirled around the walls, giving room for the imagination to expand on them.

A lone desk stood out in the middle of the empty basement; old and worn, it was held even by several pieces of cardboard that seemed to be supporting two of the wooden legs. The old man sitting feebly in the chair behind it did little to make the surroundings less 'ancient'.

There was nothing on the desk…no pens, no pencils, no paper… All the old man appeared to be doing was staring down at the desk, as if there was something there that would vanish if he moved his gaze.

"I know why you're here…" the elderly man said without looking up. His voice seemed old and weary…but there was a hint of wisdom and cunning behind it. It gave off the impression that if he'd been forty years younger, he'd been a very sharp individual.

"Good for you" an even tone answered in reply. The individual had made no sound coming down the stairs, and yet the man didn't seem surprised at all. Now there were two individuals in the room…one with the patience and elderly calm that came with age, and the other with the impatience and anxiousness that came with youth. 

"No one comes here. There is no need for a Program Keeper anymore. I have been replaced…"the man replied somberly, as if having been neglected for a long period of time. And in a way, that was exactly what had happened.

"You're coming to work for me."

"You do not have the authority to make such a decision."

"Don't you worry about that. Right now all you need to worry about is helping me."

Suddenly looking up, a flash of knowledge beyond all comprehension presented itself in the elder man's eyes. "There is no reason for his upgrade."

"I believe there is."

With a defeated sigh, his eyes lost their keenness as he looked back down at his desk. 

"What is the subject's number?" It seemed as though he was asking out of formality, already knowing the answer to the question.

The smooth sound of pages being turned filled the area around them, accompanying the faint sounds of random raindrops that had begun to find their way through the cracks in the ceiling.

A small notebook slid across the desk towards the man…if he could be called a man. Two lines were all that was visible on the page as he took a look:

Sentient Program Smith 

_# E51690 – 11158_

Not bothering to retrieve the notepad, the young individual turned and walked back towards the exit, not stopping as the old man spoke. "How long do you think it will be before you are considered to no longer be an asset to the System? You are _human_."

Standing still in front of the door, the human looked back at the exiled program…and smirked.

"Sometimes being human is the ultimate asset..."


	2. Chapter 1: Modification

See previous chapter for details…

Chapter 1: Modification

The sun was out, surprisingly, as evidence of the previous evening's storm evaporated.  People seemed to be coming out of their homes, and forgetting their troubles…just by looking at the bright, sunny day that lay ahead of them.

In a small, middle-class residential area, it appeared as though everyone was spending their day outside.  There was no sound coming from any of the houses which lined the suburban looking streets; which is just how Smith had wanted it.

Humans…completely illogical beings who relied upon the weather to determine their mood.   It only reinforced his opinion of the species.  They appeared to be like moths drawn to a bright light…and to him, humans were no better than insects, in any way whatsoever.

Glasses in their usually spot, he sneered as he stopped his black Audi in the driveway of a typical two-story colonial style house.  He had not defeated Neo…but he would.  No matter what it took, even if it meant his own destruction.

Getting out of the car with grace that could rival a feline's, he straightened his blazer as he made his way to the door of the residence.

~~~~~

Eric Rickman was proud to say he was a hacker by nature.  Only sixteen years old, he had still been able to hack into classified information just as easily as he could check his e-mail.   Being the weekend, it was no surprise that he was in his room sitting in front of the computer, while the rest of his family was out.  

_What is the Matrix Chat_ popped up on the screen, and with a few keystrokes, he seemed to have entered a chatroom.  He had been the founder of this chatroom, happy to see that he was not the only one that wondered just what exactly the matrix was.  It had only been a month since he had received a blank e-mail with 'THE MATRIX HAS YOU' as the subject header.  Since then, he had come to learn almost nothing about what the The Matrix was, although he did find many other people who were trying to answer that same question.  Many of his fellow enquirers seemed to be around his own age, talking about music and sports…nothing in particular at the moment.  No one had really had anything to say in the past few days…and frankly, there was nothing he was able to say, either.  Going downstairs to grab a soda, he paused on his way back up stairs as he heard the doorbell rang.  

"Dammit Chris, I told you I don't want t—"he cut himself off however, as he realized that he was now facing someone who didn't appear to his friend at all.

"I am looking for Mr. Rickman" Smith said evenly, as his shielded eyes examined the boy in front of him.

The Rebels were getting more daring, more courageous, and less cautious.  They seemed to think that the war was going to end, in their favor.   For the past few months since Smith's last encounter with 'The One', more children were being unplugged than ever before.  This lucky one in front of Smith had been contacted by the infamous Niobe.  He wanted her dead, he wanted all of them to die…but he had a plan, one which would not fail.  

Humans appeared to have all their choices influenced by emotion.  Even Smith had felt the power that anger had over someone when dealing with something…or someone.

To get to Neo, he had to get to Morpheus…and what better way to get to Morpheus than by actually taking the woman he _loved_ away from him.  But first, it was the boy.  He had to get the boy.

"Sorry, can't help you.  He's not here" Eric said casually, as he went to close the door.

'_Irregular eye movements.__ Dilation of pupils. Increase in body temperature…'_ the ex-Agent could tell he was lying. Of course, it wasn't as if he had not known what would happen.  Why did humans always have to make things difficult for themselves?

"I believe that you're mistaken, Mr. Rickman" Smith sneered as he pushed the door open.

"Hey! Listen man, you can't just come in he—" the boy yelled as Smith came in, and walked towards him.  He was scared…this guy wasn't police, he was sure of it.  Now all he had to do was figure out just what he had done wrong.  Unfortunately for him, he never got to finish talking as he was effortlessly picked up and slammed against the wall.

Eric now slumped over on the floor, Smith wasted little time picking the boy up again and throwing him into a hallway mirror.

Already housing a concussion and several broken bones, it was hard to tell if he was even coherent at all anymore.

Grabbing his tee shirt with both hands, Smith glared down at the boy, whose eyes were now rolling back and forth in their sockets.

"Niobe…when are you meeting Niobe…"he said through gritted teeth.

If he expected and answer, he didn't get one.  

Smith had not arrived with patience, and was now ready to pick up the frail, pathetic human, when he saw the boy's eyes go wide.   

Even with his reaction time, Smith was unable to react to being thrown twenty feet into the air, and landing exactly on top of a wooden coffee table, which now laid in pieces.

Glasses now hanging haphazardly on his face, he got up, ready to draw his gun.  Unfortunately, it didn't appear if that would be of any help.

Agents…three of them, were now inside the house, guns drawn and pointed at Smith.

He had not counted on having company, and none of his duplicates had accompanied him on what he assumed would be an easy task.   He was wrong…but that could be fixed.

"You have no authority to be here" the Agent said as he moved in closer, his comrades right behind him.

Authority?  Since when did he take orders from anyone but himself.  He was free, un-plugged…the mainframe was aware of this, and yet it still sent Agents to try and 'deal' with him.

Giving a lingering sneer in response, Smith walked briskly up to the Agent, easily blocking the bullets that were now being shot at him.  This would end with him getting what he wanted…as well as a few duplicates of himself close behind.

In a split second, Smith had his hand in the Agent's abdomen, the look of what could only be described as shock plastered on the lead Agent's face.   The mercurial transformation was doing its job, and soon there would be two of them and two of _him_.

"No…" Smith said angrily, as he felt something go wrong.  What he could only describe as the most unpleasant sensation he had ever had, ran through his programming, bringing him to his knees.  If he'd been human, he would have said that he was in pain; unfortunately it wouldn't have made a difference.

The mercurial liquid was now receding back into Smith, the Agent's distinct form returning back to normal.   It hadn't worked…

 "You are no longer a threat to the Matrix and the Agents within the system" the second agent spoke tonelessly, as he looked down upon the fallen Smith.  "We were told to expect that your actions would be predictable.  We have been modified…"

"…and you are now obsolete" the third agent finished, as he turned and walked towards the boy lying unconscious on the floor.  

It was impossible.  Smith had once requested modification and was denied by the mainframe.  The Mainframe did not have the ability to modify Agents already in the Matrix, and yet somehow…it had been done.  Some program had the power to make changes, which now posed a threat to him.  He did not like threats.

Unable to move, he watched as the remaining Agents walked back to the boy, picking him up and carrying him outside the door.

He would get what he was after…but now, he had to determine, just what the cause was of the Agent's modification.  

"Oh Mr. Anderson…how I will enjoy watching you die…again..." he said slowly under his breath, as he was now able to stand.

Looking around at the living room, he gave little notice to the cracked walls and piles of plaster and broken glass that had formed in only a matter of minutes.  

Walking out of the door, he glanced back up at the sun, and smirked, knowing that this was only the beginning of the end.

To Be Continued…


	3. Chapter 2: Games

**Author's note:** Thanks to you two that reviewed! It was greatly appreciated.  

**Author's note 2:** This chapter sort of helps to explain a few things and basically set the timeline of the fic.  As I know most of you are reading to catch a glimpse of our favorite agent, just remember…patience is a virtue. *g*

Chapter 2: Games 

Eyelids beginning to flutter and open, Eric Rickman found himself in a very unfamiliar place.  The last thing he'd remembered was being picked off the ground…and then, seeing three men in suits come in.   Something must have happened since then, as he realized he was now lying on a small bed.

He was in a room that seemed to be very similar to his own…minus the black wallpaper and posters of punk rock bands.   Besides the bed, there was nothing else inside the room except for a lamp attached to the ceiling.  Leaning forward to get up, he quickly halted, now remembering all the injuries he'd most likely sustained.   It was almost a minute or so before he realized that he was not alone in the room.

Huddled in the corner, there appeared to be a girl, most likely his age although he couldn't tell as her knees were tucked in and her head was bowed down.  Her hair in pigtails, she seemed to be a normal teenager like he was.  At least he wasn't the only one in the same situation.

"Hey there…"he said weakly, not knowing what was wrong…besides the fact they looked like they were prisoners.

The young girl looked up, and to Eric's surprise, she didn't appear to be crying; as a matter of fact, when she looked up, he could see a small smile on her lips.

"Geez…I wondered if you were dead or something.  They brought you in here like six hours ago…" she said with relief.   She looked to be around seventeen or so, with big brown eyes and brown hair.  Dressed in a pair of faded jeans and a slightly torn shirt, Eric assumed that she had been brought here the same way he'd been.

"Where are we?" he asked, finally getting enough strength to sit up.

"To be honest…I haven't got a clue.  I was pretty much dragged in here.  One moment I was watching reruns of the Brady Bunch on T.V, and the next moment I see these weird-ass guys in suits come barging into my house.  They put a blindfold on me…so I pretty much don't know where we are, or how to get back home" she said, faltering at the end, as she seemed to realize that she really didn't know how she was going to get home.

"When I got here, they kept asking me about who had called me.  I told them that I don't have any idea what they were talking about, but I mean…it's not like I was going to tell them anything ya know?" she rattled on, getting up and going over to where Eric now sat.

'Who had called…?' That question seemed to answer his very next question.  They wanted to know who had contacted her.  Which most likely mean that they knew that he was supposed to have met with Niobe.   Frankly, he hadn't even been sure that he should go and meet her…it wasn't as if she had given him a reason to trust her. All he'd gotten was a phone call.  But now it was apparent that they wanted Niobe…whoever she was.  Unfortunately for the 'men in suits', they weren't about to get any information out of him.

Realizing the that girl was still talking, he tried to listen intently, hoping that she'd help him try and figure out just what was going to happen to him.

"Have they done anything to you?" he interrupted quietly, wondering to what extent the men would go to, in order to obtain their information.

"Nope" she replied happily, as if she were talking about the weather.  "Actually they said that they're going to take me home soon.  They even said they were _sorry…_" she emphasized.

"Of course, I knew that they wouldn't be able to get any information out of me.  I mean, it's not as if I'm going to tell them that I'm meeting some chick named Niobe…I've come too far to give it up now…" she continued on casually, as if she was immensely proud of herself.   She however, caught Eric completely off-guard.

"You were going to meet with her too?!" he asked excitedly, completely forgetting where he was and why he was there.  "I got a call from her too, telling me to meet her Monday at 11pm.  I thought she was some sort of whack-job until she told me her name.  I mean, I've been searching for so long.  No one seems to know the answer to my question…"

"What is the Matrix?" the girl added, still smiling.

"Yeah…I mean, she told me that she'd meet me in some alley near a dumpster behind the Marriot Hotel.  It's not like I wanted to get mugged or anything, so I haven't exactly made up my mind as to whether or not I'm gonna go…" Eric finished, lying back down on the bed.  

That didn't last long however, as the teenage boy succumbed to hormones, and therefore did as any other teenage boy would do when they were with a girl…he tried to show off.

"Actually…" he whispered, "I founded a Matrix chat room.  It's really popular, and a bunch of people are always on it…"

"Wow…cool!" the girl exclaimed, seeming actually impressed.  Then looking more intently at Eric, she gasped.

"Oh my God! How did you get that?" she said, pointed towards his neck.   Eric wasn't sure what she was talking about, as he couldn't really see the handprint-like bruise that had begun forming, but he knew where it had probably come from.

"Some guy…he looked exactly like the others…he came to see me first.  He picked me up like I was a fucking rag doll.  The last thing I remember was seeing him make some silver liquid stuff go into the one of the three guys."

"Woah…that's so creep—" the girl didn't finished answering as the door to the room opened, and in stepped the three men that Eric had seen earlier.

"We are here to take you home" one of them said.

Getting slowly out of bed, Eric limped and clutched his side as he headed towards the door.

"Not you.  You must stay" the second of the three men said towards the boy.

The girl got up again, and waved merrily back at Eric before turning to depart.   To him, she seemed rather odd.  After all, he didn't think that anyone could be that cheery if they were in the same situation as they had been.  She appeared to be oblivious to the dangers and risks that were around her.  Why would someone like Niobe actually want to meet with such a 'weird' girl…

"See? You'll be home in no time!" she said as she left the room, leaving Eric alone and afraid.  Being with her had been better than being all by himself.  Unfortunately, he didn't know how wrong he was…

~~~~~

Walking out of the door with Agents right behind her, she made sure the door was closed before she turned around to face her 'assailants'.  Smirking, she quickly opened the door again.

Seeing the questioning look in Eric's eyes as he say her, she smiled.  "Just one more thing…"

Before he knew it, Eric was being grabbed and dragged off the bed and onto his knees.  Panic rushed through him.  This was wrong…something was wrong.  The girl…she was no longer smiling…, well she _was_ smiling, but it wasn't a really friendly one.  

Staring at the girl in disbelief, it took him a moment to realize that the chill he had gotten by his neck, was from the cold, metal barrel of a nasty looking gun.   As the Agent pulled the trigger, the last thing Eric felt was a sudden rush of air, before collapsing onto the floor.

As the Agents retreated from the room, the girl who had seemed so nice, and 'weird' to some extent, now seemed older than she appeared…with a sharp, calculating gleam in her eyes.

"He'll wake up soon, and think it was all just a bad dream…" she murmured to herself, ignoring the Agents waiting patiently beside her.   Turning to look at the lead Agent, she directed her order.  "Make sure he gets home safely."

"Are we sure that the tracking device will work efficiently…"an Agent stated.  It didn't appear to be possible for him to ask something as a question, but rather ask it as a statement.  Yet the girl didn't seem to take notice.

"It will work.  The old bug was too easy to identify.  The Rebels always seemed to pick up on whether or not someone's bugged.  This way…we have the upper hand" she added as she walked off, motioning with her index finger for the Agents to follow.

They all walked through a white hallway, which seemed to go on forever.  No door in sight, she stopped and turned right, now facing the wall.  Putting her hand against it, she cocked her head towards the Agents.

"I'm taking it that the boy had a visitor that you have yet to tell me about…" she said smoothly, directing her comment to the obvious lead Agent.

"Smith made contact with the target before we arrived.  You were correct in assuming that he would try and duplicate himself.  He was however, unsuccessful…" he said, actually sneering as he spoke.

"Agent Williamson" she said, as the wall right beneath her hand began to glow green, "you mean to tell me that you had Smith incapacitated, and you did not bring him back here?"

"I…We did not feel it was necessary.  Your orders were to obtain the boy" the lead Agent Williamson stated.  It was as if the more modified the agents were, the more human they became.  It had been impossible for an Agent to be unsure of its own priorities in the past.  Apparently, that had changed.  "He is not yet aware of his upgrade…"

"And we will keep it that way" she answered coldly, as the entire section of the wall was now rumbling, before moving inwards and sliding over.  Walking through, with Agents right behind her, they entered a large mansion-like estate…which completely contrasted with the hallway they had been in moments before.

"Miss Var—" the other Agent started, before seeing the girl turn around and glare at him.

"Can we _please_ try and remember that my name is _Leila_?" she said sighing, knowing that it would probably be a long time before any Agent was able to successfully call any human by their first name.

Turning to look at each other, the agents seemed to go silent for a minute before the third one decided to speak.

"Leila…what is the current course of action.  Niobe must be captured, the Mainframe has given u—" he was not able to finish as she grabbed him by the neck and slammed him back against the door they had just come in.

"Agent Richardson…the Mainframe is not supposed to give orders to you three…and you are not supposed to obey them.  I am the _only_ one you take orders from.  I would have assumed a sentient program like yourself would have learned that by now" she said, letting go of the Agent and allowing him to adjust his tie and suit.

Not noticing Agent Williamson putting his hand to his ear, she was caught off guard when he spoke.

"The Council requests your presence immediately" he directed at her. 

Leila turned around just in time to see all three of them shift uncomfortably in their places.  

"Great…just great!" she said, muttering to herself as she headed towards an elegant flight of marble stairs at the other end of the room.

In ten minutes she was back downstairs, this time looking completely different than before.  A black silk shirt beneath a black pinstriped blazer, she looked like your typical business woman.  Hair pulled back tightly in a ponytail, it was now clear that while she might have appeared to be young in the boy's eyes, she certainly didn't look it now.

The Agents had waited downstairs, and didn't appear to have moved from their positions.

"Agent Ryan…get the car" she said as she went towards the door, this time a key in hand.  Putting the key in and turning it, she heard the corresponding click and opened the door.

The hallway that they had walked through was now gone…in it's place was a few descending steps before leading to a large front yard with a large fountain in the center.  It looked like the entrance to a gated estate, complete with a nice black limousine pulling up in front of them.

As the elderly chauffeur came around to open the door for Leila and the two agents remaining, she turned towards Richardson.  "Go take the boy home. Make sure you have his memory corrected before letting him go.   I trust you know what you're doing…" she said, as she watched him turn around and head back inside.

Now with one Agent remaining, they both entered the limousine to find Agent Ryan already seated.   

Who knew how she could tell them apart…many of them looked exactly the same, mid-thirties to early-forties, with the same strong facial features and crisp looking suits.  Add that to the fact that none of them really had a personality, Leila herself even wondered how she could tell the difference…

It was a silent yet quick ride into the center of the city…known to many as the Core Network.  High rises and skyscrapers abundant, the limousine quickly pulled up to one of the many tall buildings that surrounded them.

The Agents getting out before allowing Leila to do so, they quickly canvassed the area, looking for any potential threats.  As usual…they found none.

Leila had been there plenty of times before, after all, she did work there.   The familiar _LV and Associates _engraved on a large gold placard on the pillars in front of the entrance, she entered to see the familiar hustle and bustle of hundreds of similarly dressed individuals running back and forth. 

At her entrance, she received an abundance of "Hello Miss Varzideh" and "Good Afternoon Miss Varzideh", before even making it to the elevators.   

There were thirteen of them in total…six of the elevators lined the left side of the wall, while another six lined the right side.  A lone elevator stood directly in front of her, which is where she was headed.

Pushing the 'up' button and waiting for the doors to open, she entered (Agents in tow) and pushed the single button that was there.

The elevator ride took forever as the silence within it seemed to be more deafening than anything else.   The Council usually never requested to see her…which meant that either there was something important going on, or she was in big trouble.

Ever since the information had arrived that Thomas Anderson had been able to take down a group of sentinels outside of the Matrix, the Council had been checking things left and right in regards to the running of the System.  Deals were being made, prices were being asked and paid, and everyone was checking over their shoulders wherever they went.  Luckily for her, they even went as far as requesting a human be put in charge of certain Rebellion activity.  As usual, the Council assumed that a primitive mind could only be understood by another of the same.   Leila however, thought herself at least several steps ahead of the Rebels.

Getting off the elevator, she had to squint in order to adjust her eyes to the blinding bright light.   Everything was white…the walls, the chairs, the large table, even the attire worn by the seven men in front of her.   They all seemed to radiate an intense light.  If she hadn't known any better, she would have thought that they were angels.  Yet that was far from the truth…

"You wished to see me…"she replied, trying to read their facial expressions.  While she was usually good at reading people, she had yet to master the art of trying to figure out what a program was thinking.  They betrayed nothing in their mannerisms and usually remained cold and neutral.

"It has come to our attention that there is an ever mounting concern with regards to the amount of rogue programs that have been active within the past month, as is estimated in human time…" the gentleman at the far end of the table spoke.

"The Rebellion has also had an increase in its'…bravado.  While some of us here believed that placing _you_ in a position to deal with these matters would be beneficial to the efficient functioning of the system…" a second man continued, trailing off and no doubt waiting for another of his peers to speak up.

"It is now clear that one human and a handful of our best sentient Agent programs, cannot manage both these problems alone.  It is therefore, more logical for you to focus your effort on the Rebellion, instead of the increasing amount of rogue programs becoming active."

Leila did her best to kept a calm face.  What the hell were they trying to say?  That she couldn't handle both tasks?  So far she had made for a very efficient task leader.  

"With all due respect…" she added with a reserved tone "are you trying to tell me that I am not doing an efficient enough job?"

"We are telling you what we are telling you…" the gentleman in the center of the table started.  He appeared to be the oldest of the seven, and if human, could have possibly been said to have been around eighty years of age.  His eyes however, as with most programs, betrayed his appearance.

"We knew from the beginning that you could not solely handle the responsibility given to you.  And while you have proven yourself to be an asset to the System and this council…you are still only human."  

Before he could continue, Leila sneered.  She kept hearing that over and over—you're just human… What did that mean? Being human was a great thing, whether computer programs realized it or not.

"We are aware of your fascination with the former agent known as Smith, and we are also aware that you went through an unauthorized source in order to have an upgrade produced.  While in any other situation you would be undoubtedly reprimanded for such a disregard for the rules, we understand that your personal ambitions may sometimes cloud your objectives…which is why we have decided that another individual shall be brought in."

Losing her temper, she completely ignored the somewhat panic-stricken looks of the Agents behind her.  They were in front of the Council of Seven…each of the seven capable of deleting them and destroying her in a moments notice.  It was not in their programming to understand fear, yet what they felt was still not very reassuring.   

In a somewhat surprising fashion, Agent Ryan put a hand on her shoulder.  

He had been assigned to Leila along with many other Agents.  Having observed the moods and actions of the human female, he had come to predict what emotions were prone to certain actions.  Along with narrowed eyes and thinning lips, it was clear that the emotion, which was apparent on her face, was anger.  Luckily, his contact with her shoulder seemed to have taken her by surprise, allowing the Seven to continue without interruption.

"While you are efficient in determining the actions of the Rebellion and their movements towards the victory of the city they call Zion; in order to neutralize the rogue program issue, we have brought in a program which we feel has a better understanding of the mentioned programs…" the man in the center stated, although it was accompanied by a loud indignant snort from the girl in front of him.

"And who exactly did you have in mind…?" she asked disbelievingly, knowing that they had probably just assigned a stupid Data Program to try and predict the movements of the various programs.

Ignoring her outburst, another of the seven continued, this time with a slight smile.  "He will be as a business partner of sorts.  This is the first time that we have allowed a human and program to work together on equal ground.   Keep in mind…you are replaceable, and therefore any effort on your part to destroy or not cooperate with your partner shall be punishable by deletion…or in your case, death."

She had known all of this when she had first been given her position.  Humans equaled expendable.  The only question was, just who exactly they wanted her to work with.

"In regards to your question, I believe that he can answer it for himself…"the gentleman ended, motioning his hand towards the elevator.

Before even turning around, Leila knew who it was by the sound of her agents taking out their guns.

Slowing pivoting, she saw the one person that she never thought she'd see herself working with.

"Hello Miss Varzideh…" said the voice of a square jawed and flawlessly dressed agent.  

"Smith?!  My new partner is Smith?!" she said, directing her outburst towards the Council, but not taking her eyes off the smirking ex-Agent.

"Yes.  Since you took the liberty to have another Smith produced, we felt that he would therefore be the best program for the job.  Of course, this one has been re-programmed into the system…" one of the gentleman stated, as Leila wasn't really paying attention to who was speaking anymore.

She was definitely in for a ride…and whether or not this Smith knew it…so was he.

To Be Continued…


	4. Chapter 3: Smith Version 2

**Author's Note:**  Just want to thank the three of you who reviewed.  **Kayt(hopefully all will be explained. The question is...when? *g*), **Brem Nakada**(Glad you're enjoying it!), and **Lorraine**(Thanks!).**

**Chapter 3:  Smith Version 2.0**

Keeping her mouth shut for fear of what she might say, Leila did nothing but glare at the newly upgraded Agent Smith.  Sure she had been the one who requested his upgrade, but this wasn't exactly what she had had in mind.   

He looked the same really, chiseled facial features, the annoying smirk (which at any second could turn into an intimidating sneer), as well as the trademark sunglasses (which made him difficult to read).  

This Smith was back to having an earpiece, which even Leila didn't know where the other end of it connected to.  She reminded herself to look into that as she faced off with her new 'partner'.   He also seemed to have had a change in clothing.  It was a black suit to be sure, with the usual yellow inner lining, and the black tie to match, but something else was different…the question was what?  

Realizing that the Agents behind her still had their guns drawn, she beckoned them to lower their hands.  They obeyed, albeit reluctantly as they understood the change in their orders.

"The Council understands that there must be some sort of balance between ourselves and your species, which is why you are being put in this position.  The co-operation between you both is necessary, despite whether or not the Mainframe believes it not to be…" the central councilman (or 'program' as he should be called) stated, completely aware of the tension that radiated from them both…more so from the human.

"Miss Varzideh…" he continued, allowing her to turn around and face the table once more before he gave his orders.

"You will take Agent Smith here back with you.  You may find that some things have been…altered, in order to accommodate the change in situation."

Leila waited for the Council to continue, but surprisingly that was it…they were done talking.   What was she supposed to do now? Take him back downstairs and let him sit in her office and stare at her while she did her job?  If the Council was splitting up the task force into two separate units, then why the hell did she even need to associate with the Agent?

Not noticing that Agents Williamson and Ryan were looking at her for instructions, Leila turned back and walked directly up to her new buddy.

Smiling as Smith sneered and clenched his fists as she approached, Leila realized that this version was just like the other…he hated humans within close proximity to him.  He hated humans in general, but now he was forced to work with one.  This made her feel slightly better about the whole situation, even if it didn't help her with her problem.

"I suggest we get a move on then…_Agent Smith…" she said, her face now only a few inches away from his._

She knew how he thought…or how he was programmed to think, and right now that was a very bad thing for Smith.

Unfortunately for her however, she had no idea just what Smith knew about _her_.

Not bothering to wait for an answer, she stepped back and went around him, walking back towards the white elevator, the two Agents giving one last stare in Smith's direction before following after her.

Agent Smith was paired with a human…a cocky human, who reminded him very much of Mr. Anderson.  It was as if the Council was punishing him for the actions of his 'outdated' self.   He could not feel the connection with his original programming, but that was of course due to the former no longer being an Agent of the system.  Hearing the familiar buzzing in his ear, it appeared as if for the time being that the Mainframe was agreeing with the Council.  

'_Primary objective...proceed as instructed' _he received as he placed his hand up to his ear.  He knew what the Mainframe wanted him to do…follow the Council's commands.  It was irrelevant at this point what he 'felt' like doing.  He had been instructed to ally himself with a human, and that's what he would do…for now.

_'**Proceed as instructed' **_the Mainframe transmitted more forcefully this time.   Smith recalled now that he could not do as his former self had done.  All his thoughts and perceptions from this day forward, were now automatically transmitted back to the Mainframe.  That's how it had used to be.

Turning around and heading towards the elevator, which was being held open, he entered, standing opposite of the human.

Unlike when Leila had entered the elevator, this time there was one small blue button in the center of the button panel.  Pushing it, she watched as the doors closed silently in front of her, and the elevator descended down to the lobby.

Several moments later, they were all back downstairs, which now appeared to be more crowded than usual.  It looked as if over fifty people were waiting to catch one of the twelve other elevators.

As Agent Smith came off of it, he immediately grimaced.   Based on his reading of the Matrix coding in front of him, every single one of these individuals was human.  It was a pity he didn't have the orders to kill them all as he followed Leila towards the elevator on the right side of the wall.

Thankfully, no one seemed to be waiting for that one, although Smith quickly observed that the buttons were gold rather than silver like the others.

The four of them now standing in front of another elevator, they didn't have to wait long before it opened.  Allowing Leila to enter first, the Agents quickly went in next, as if purposely ignoring Smith.  Sadly, Leila missed it as she sat down on the lush velvet couch, which was against the interior wall of the elevator.

Watching as Agent Ryan pressed the last of six buttons, Agent Smith looked around the elevator, realizing that the coding of the building was shifting.  It seemed to be modifying itself as they ascended.  It was highly interesting, although Smith made no indication of it.  He did however, turn his head sharply in Leila's direction as she actually began to talk…to him.

"As I'm sure you're aware" she started in a monotone voice, appearing to be busy with her nails "there are six buttons in this elevator.  Each leads to a specific level of the building.  I'm sure you've already been given all the relative infor—"

"No…" Agent Smith interrupted smoothly as he looked down at her.

"No _what_?" she asked back irritated.  Did he really have to make things difficult for her? Of course he did, that was his damn job, she thought back to herself as she glared up at him.

"I was given no pertinent data in regards to my objectives.  I am supposedly to follow _you…" he answered back coldly, satisfied to see that he had obviously taken her off guard._

His sneer widened as he watched the shocked expression on her face turn into one of amusement.  She was enjoying having the upper hand, leaving Smith to use every ounce of his rationale not to kill her right there.   Whether or not she caught on to his impatience, he wasn't sure; in any case, she quickly reverted to a more neutral expression.

"I see…" she answered, shooting a quick look at the Agents across from her, and catching the faint twitch of their mouths, she realized that they actually found Smith's lack of knowledge satisfying (at least as much as their programming allowed).

"Well, each level handles different situations, and basically the running of those things with it affects inside the System.  We don't have access to levels one through five, as we operate on level six.   Level six handles two types of threats…mainly rogue agents and the rebellion.  It's sort of like the America's Most Wanted top ten list…" she added, not paying attention to the fact that none of the Agents probably knew what she was talking about.

"Of course, you'll now be handling the lovely issue of rogue programs…which I'm sure you've have _loads_ of experience with" she said dryly, arching an eyebrow as she looked at him.

Pausing as the elevator door open, she walked out…with Smith right by her side.  

Instead of white, level six seemed to be entirely gray…very similar to the lobby.  They had exited the elevator and now were facing a large foyer, which got smaller as it went on, ending with a pair of very large oak doors.  Not to mention one Agent on each side them.  This however, made Leila stop in her tracks, causing the two Agent's behind her to nearly knock into her.

"Why….are there two Agents instead of one, by the doors?" she asked…more annoyed than anything else.

"Perhaps these are the changes that the Council spoke of" Agent Ryan stated, eying the two in front of them.

Sighing, she continued on, happy to see that they did not detain her, and immediately went to open the doors for them.  Unfortunately, while they did intend to open the doors, they paused and looked rather expectantly at her and her group.

"You must use your access cards" one of them spoke, while both of them indicated towards the two metal fixings on either side of the doors.

"What the hell do you mean 'use your access card'?!  This is my goddamn office!  I'll do whatever the hell I—" she stopped suddenly as Agent Williamson handed her a slide card.

"Well that's one…" she said as she went towards one side, completely oblivious to her outburst seconds before.  "Where's—"

"Two…" 

Agent Smith had finally spoken up, producing from his inner pocket, an identical key card to the one Leila held in her hand.

Shooting him a dirty look, she focused on the key card machine in front of her.  She had never had to do this…it was all Smith's fault; and he had known…he had had his card all along.

Before she could ask what she was supposed to do now, one of the two anonymous Agents actually presented them both with instructions.

"You are required to alter your password every week.  You must enter your new passwords…"

Looking over at Agent Smith for a quick second, Leila wondered if it wasn't Agent Smith who had decided to make things more complicated for her.  Would the Council really let him torture her?

"Fine…" she said, sliding her card through and entering her new voice activated password.   "Memento mori…"

Smith watched as the female beside him entered her password.  

Memento Mori…Running it quickly through the language database, it's origins appeared to be Latin.  Upon further inspection of the phrase, Agent Smith realized that she had chosen a rather morbid password.  

'Remember that you will die…' It was an interesting choice.  Humans tended to consider themselves invincible and immortal, never assuming that death would reach them.  This one however, well…there was more to her, leaving Smith to wonder just how intelligent this female was.

"Ahem…"

Knowing that the purposely increase in volume of the female's voice was made on purpose, Smith turned back and entered his password.   Unfortunately for Leila, she did not hear it.

As a green light blinked on and off, the Agents opened the doors, allowing them access.  

"Well here we are, my off—" she stated, looking over at Smith with a very smug expression on her face.  She didn't realize however, that there had been more…alterations.

Instead of an office, it was another large corridor, this one looking more like a reception area.  There were two black doors…one on the left and one on the right.  They both had their own little desk to the sides, and what appeared to be two female secretaries sat behind them.   The only difference between the front of the two doors was the fact that in front of the one on the left, there was a long line…consisting solely of Agents.   

Still standing where she had stopped talking, Leila looked at Smith….seeming very pissed off.

"Your office is the one on the right…" she said through gritted teeth.  How much more crap was going to be thrown at her? She needed a drink…fast.    "Hopefully you're capable of finding your way around in it.  I'm next door.  If you need anything…don't bother asking."

Walking towards the line of Agents, they all seemed to turn their heads simultaneously to look at her.  It was as if they had all been waiting for her to arrive.

As she went to turn the knob however, her hand gripped it more tightly as she tried to calm herself.

"I believe Miss Varzideh…" Agent Smith said, looking at Agent Ryan and Agent Williamson "…that _they_ belong with you.  You must need them, as you and your species tend never to use the most important muscle that you possess."

The bastard was calling her an idiot…he was trying to get under her skin, and it had only been a few minutes!  

As much as she had been fascinated with his programming, she still hated his guts.  

All programs had their own files…files which detailed the various traits that differed them from the others.  Sure all Agent's programming were generally the same, but some seemed to have unique attributes…especially Agent Smith.   His cockiness and superiority to others of his same programming left the Mainframe with an actual uncertainty of the sentient program's actions.   His attentiveness to dealing with Neo had clouded his other objectives…making him a threat to the System, and Leila knew it.

Smiling back at Agent Smith, Leila let go of the door, appearing to have regained her composure.

"No…that's quite alright" she said, smile still plastered on her face "…they're all yours for the time being…especially since you can't seem to catch Neo all by yourself."

There it was, she had said it…the one thing that was sure to anger the Agent, whether he was the upgraded version or not.  Seeing the slight pulsing of his temple, it was obvious she had.  But she wasn't done just yet.

"Oh but wait…you're not assigned to catching Neo are you?  That still appears to be _my_ job."

Laughing airily, she turned back on her heel and opened her door, which apparently was a signal for the first of the many Agents to enter.

Smith still standing in place, he slowly took off his sunglasses, his blue eyes glaring at the door that was now closed.  With an uncharacteristic sigh, he turned and looked at the two Agents that still stood beside him.

"Her file…" he started, hoping to get what he wanted.

"Not accessible" Agent Williamson stated, turning around along with Agent Ryan and walking back towards the oak doors.

This human…this _girl_, was getting away with saying things that he would have never let her say if the circumstances had been different.  Had the System become so desperate as to recruit a human that disrespected the Agents that worked for it?  She had no power…no stronghold over the Matrix.  She was not a rebel, and hence could not bend the rules that the others could, and yet she still felt as if she had power…over him.  That only left the conclusion: that her file obtained the answers.

"I want that file…" he said to no one in particular as he walked towards his own office, and opened the door.

He now had two humans which he truly wanted dead.

To Be Continued…


	5. Chapter 4: Plans

See Prologue for disclaimer…

**Author's Note:** Thanks to everyone who reviewed.   Reviews are what keep me going, and so if you've read the fic and found it to be even a little bit to your liking, I'd love to hear from you! *g*

**Chapter 4: Plans**

****

****

The sun streaming down into the large office, it was obvious that it was a beautiful day.  The large room, which always tended to look dark and intimidating, was now filled with light, illuminating the inner details of the office.

_Pictures adorned various shelves around the room, not to mention countless books that could be found neatly shelved wherever there was space._

_As for Leila, the sun seemed to match her mood as she sat behind her desk, a smile plastered on her face.   She was writing a letter, a long one by the looks of it.   It wasn't really clear what she was writing, except for the words 'Dear Neo' at the head of the paper._

_Pausing to look out the window, she didn't seem surprised to see that the sun was no longer there, in affect, plunging her office into total darkness._

_Hearing her door creak open, she squinted through the blackness to try and see who it was.  It didn't look as if anyone had entered, merely just someone opening the door and then closing it again.  _

_Not really interested in whom it could have been, Leila looked back down at her desk, which she could barely make out in front of her.  She had to finish that letter, it was so important…_

_In a split second later however, the lights turned themselves on, showing her to be face to face with none other than Agent Smith._

_It wasn't apparent as to why he was on her side of the desk, but Leila ignored him completely, continuing on with her letter.   That didn't last long however, as Smith suddenly grabbed her, hoisting her onto her feet._

_Oddly enough, she didn't feel scared, just curious, wondering just why exactly he had grabbed her._

_He appeared to be looking at her rather intensely, although it was hard for her to tell due to the presence of his sunglasses. Yet it did look as though he was trying to read her thoughts…if that were even possible._

_"What do you want…?" she heard herself ask him._

_All she got in return was a small smirk, which hadn't been unexpected._

_"What I've always wanted from you…" he eventually answered back with the same smooth tone he always seemed to possess._

_She wasn't sure what he meant, but she didn't really have time to question it as she was pulled towards him.   Leila barely had time to register being kissed so roughly by the man…no, program, in front of her._

_Disgusted with herself for actually losing her bearings at his display of…affection, as it might have been called, she wasn't prepared for the rough shove backwards that she received a second later._

_She had to brace herself on her desk to stop herself falling.  Even then, it took her a few moments to realize that there was now a Desert Eagle pistol directed at her head, as Smith uttered the last words she'd ever hear.  "…for you to die."_

_As the shot went off, all Leila could do was stand ramrod still…_

* * *

Bolting upright in her chair, Leila banged her head against her small, yet rather hard, desk lamp.  Ignoring the fact that she had knocked over her chair, she rubbed her head gingerly as she looked anxiously around her office.

"I need to get more sleep…" she sighed, realizing that it had only been a dream (or rather, nightmare).

Picking up her chair, she sat back down slowly, taking in her surroundings.  It was still evening, her desk lamp the only source of light in room.

Leaning back, she pinched the bridge of her nose, the stress of her situation already beginning to get to her.

What the hell had made her dream of such an _interesting_ occurrence?  Besides the fact that she had been partnered with Smith, nothing remotely out of the ordinary had happened the day before.

She had spent the rest of the day taking care of massive amounts of paperwork, as well as meeting with various Agents, who each spent quite a while trying to update her on the status of the Rebellion.  After that, it was back to paperwork of the 'normal' kind, as she was still considered a lawyer by profession.   And just like any lawyer with a big caseload, Leila had apparently fallen asleep at her desk.

Taking a look at her watch, the time read '4:30 am'; still the middle of the night…or early morning, depending on which way you wanted to look at it.  

Not having had the time to go home or even get a change of clothes, she looked tired and disheveled, her blouse un-tucked and wrinkled, with her hair tousled and uncombed. She was a mess really, and frankly…she knew it too.  It didn't really look as though she cared however, as she was more pre-occupied with the thought of having left Smith all alone yesterday.  That might not have been such a wise decision.

It had been more than twelve hours since she had last seen or heard anything from the Agent, as she had walked into her office without a second thought.  She was now regretting that move.

Taking the time to take a shower and put on a fresh set of clothes, Leila was at least satisfied that the frazzled look she had going for her was now gone.

It was now five o'clock in the morning, and she was wide-awake, wondering just what exactly she was supposed to do so early in the morning.   But maybe it was good that she was up this early.  Sure Smith didn't need to sleep; yet she didn't want the Council to just assume that she spent more hours than necessary sleeping for no reason whatsoever.

Pushing the button on her intercom, she requested to see Agent's Williamson and Ryan.  They were by far her greatest assets, obeying orders and carrying them out without any hesitation…except on a few minor occasions.

The boy she had met with earlier had been taken home by Agent Richardson…that she was sure of.  Yet so far she hadn't heard anything from the said Agent, despite the fact that he was to report back to her no matter what time of the day it was.

Niobe was everyone's primary target right now, whether the rebel herself, knew it or not.  With Neo suddenly gone, Morpheus and the remainder of his crew appeared to have dropped off the radar screen.  Surprisingly, it was Niobe and _her_ crew that felt to take on where Morpheus had left off.   It was only a matter of time before they were all taken care of.

The door to her office now opening, she was happy to see that along with the two she had requested to see, Agent Richardson had accompanied them.

"You wished to see us," Agent Williamson stated, standing slightly more in front of the other two.  

Leila had not made him the leader of the pack, nor did she think that the Mainframe had either, but the Agent had apparently taken it upon himself to take on the responsibility.  That was fine with her, as long as he didn't screw anything up.  Even with sentient programs, she worried about egos.

"Yes, I did.   But it appears as if the Agent that was in question can now answer for himself…" she said, leaning back against her desk.   "…Any complications I should know about?" she added, directing the last bit to Agent Richardson.

"The boy's memory has been modified and his injuries treated" he responded on cue.

Eying the Agent suspiciously, Leila had the feeling that that wasn't all.  If it had only been the boy's memory and injuries to fix, then it would have taken much less time for Agent Richardson to report back to her.  Apparently, Agents could lie, even if it was only by omission.

"You're leaving something out…" she said, staring down at the Agent that was the target of her scrutiny.

"Due to Smith's arrival at the residence, there was moderate to severe damage caused to the building.  It therefore required that the coding restructure itself in order to restore everything to its original state…" he continued, still appearing unfazed.

"…The noise level at the time apparently increased to a disturbing level, causing residents of the surrounding area to take notice" Agent Ryan added.

"I take that means that you had several people to deal with" she directed back at Agent Richardson, who gave a curt "yes" in response.

"We are to now wait for the boy to make contact with Niobe" Agent Williamson stated.

"Yes, so far everything is going as planned…except for a few new developments" she responded, watching as the three Agents looked at one another.

"Developments…" said Ryan.

"…of what kind" ended Richardson, who seemed to show a slight curiosity.

Smiling at her fellow Agents, she shrugged, going back around to her side of the desk, and taking a seat.  

The only new development that worried her was the one in which she now had to deal with a Smith as her partner.  Which meant that even though the original Smith did not know of his new, upgraded self, the Smith that she was working with sure as hell did.

She didn't trust either Smith, which left her in a very precarious situation.  Leila had read through the Agent's file long ago, and had at once become fascinated by the unique program.   He had done things that no other Agent program had even thought of doing, and that included making a deal with a human.  Unfortunately, it appeared as if Mr. Reagan had never had a chance to see if Smith would have lived up to his end of the bargain.   Maybe it was time for her to give it a shot.

The three Agents still waiting patiently in front of her, she let them leave, making sure that they were out of her office before picking up her phone and dialing a number.

As the phone rang, Leila eventually heard the faint 'click' of someone picking up on the other end.  She received no 'hello' to go along with the person picking up the phone, but she didn't waste any time as she promptly started talking.

"It's me.  Put him on the phone" she ordered, already impatient at the thought of her plan…no matter how insane it was.

She didn't hear anything on the other end of the line, but as no one had hung up on her, she took it as a sign that whoever it was, had gone to fetch the individual she wanted to talk to.

"Who is this…?" she eventually heard come from the other end.  

It was the familiar sound of the weary old man whom Leila had had an interesting meeting with only a few days before.  

As the Program Keeper, he was an invaluable asset to her, or to anyone that was able to use him for their own devices.   It had been his job to keep a record and a copy of every single program that had ever been created or used within the Matrix.  Unfortunately, as with many data programs, his memory was limited, and as time went on, the System created a new Program Keeper, transferring all of the previous program's information, into the newer version.  

This now meant that he was no longer needed and could be deleted.  Of course, as with many programs facing extinction, he chose to forgo deletion and now existed as an A-Level threat to the System.  Yet there was one thing that the Mainframe had failed to keep in mind…the Program Keeper still had memory left…no matter how small it was.

 "It's your dear old friend…" Leila responded warmly, hoping to get what she wanted.  "I need you to tell me who the latest upgraded Agents are."

Hearing another one of those long sighs from the old man, she hoped that he wasn't about to be stubborn.  He knew a lot about the newest programs that the Mainframe had to offer, and Leila would be damned if she didn't get the information she needed.

"You know them…" he responded.  "The only new sentient programs that I have a record of, are E51690 – 11156 and E51690 – 11157…yet these are only modified versions."

A completely baffled expression on her face, Leila sighed herself.  

"I meant give me names…not their damn numbers!" she answered back, her frustration growing.  

"Very well…" he stated calmly.  For him, time was of little consequence, which meant that he could most likely drag this conversation on forever.  It did appear however, as if Leila wouldn't be able to wait that long.   "…I believe you're familiar with Agent Brown and Agent Jones."

Whatever she was expecting, it certainly hadn't been that.  Jumping out of her chair, and this time not hitting her head against anything, she tried to think of something to say.  Sadly, nothing came to mind.   The Program Keeper however, took the time to explain.

"As you have read both Smith and the others' files countless times, you are aware of the fact that after the three Agent's encounter with Neo, the Mainframe immediately ordered Smith to report for deletion.   Since he was in part, structurally connected with the other two, the Mainframe also considered ordering them to report for deletion as well.  There had been too much of a risk that their coding had been corrupted.  In the end however, it appeared to be too much work, if that was even possible, for the System to destroy the two of them and create two more Agents.  So it was then ordered that both Agents be modified, the structure of their coding checked for any discrepancies, and then be reassigned back into the Matrix." he finally finished, sounding more tired and weak than when he had started.

Recovering quickly from her temporary state of astonishment, she didn't bother even saying 'thank you', before slamming the receiver down in its place.

Agents Brown and Jones…while not as dominant as Smith had been, they were certainly still at the top of the list.  And now she had a chance to meet them.  This was turning out to be a much better day than expected.

Practically running out of her office, she threw open her door, causing it to slam against the wall behind it.  The two secretary-like ladies sitting behind their desks didn't even flinch at the loud sound that Leila had caused.   They were definitely not human, or they would have jumped out of their seats.

As they had most likely been assigned to her and Smith for a reason, she took the opportunity of using the two ladies, rather than looking for the two Agents on her own.

Walking up to the desk nearest to her, Leila watched as the middle-aged woman looked up.

"Can I help you, Miss Varzideh?" the lady asked almost robotically.

"Er…yes" she replied, although not quite sure just how to word her request.  She had always gone with the blunt approach…it was better she stuck with it now, too.  " I need you to contact Agent's Brown and Jones."

Expecting some sort of 'I cannot comply with that request' type of response, Leila was again happy to see that the lady merely nodded quickly and looked back down at her computer screen.

To Leila, it just looked as if the lady had gone back to whatever she had been doing, leaving her to stand there like an idiot.  Seconds ticked by and she still hadn't received any response.  Now glaring at the woman, Leila was ready to walk out and find the two on her own.  Yet it seemed as if the lady had actually been doing something, as she heard a voice behind her say "they're here".

Turning around, she recognized the Agent that had spoken up, to be the one from the previous day who had told her that she needed an access card.  The jerk.

"You mean…they're _here_, here?" she asked him, wondering just how in the world her request had gone through so fast.

Merely receiving a 'look' in response, the Agent moved aside, revealing another two suit-clad gentlemen.  They were here.

"Hello boys, nice timing…"she said cheerily, finding the efficiency of everyone to be pretty damn good.

They looked the same as in their file photos…one tall and very broad shouldered, the enforcer type no doubt, and the other shorter and more agile looking…definitely the faster one of the group.  But overall, appearances were just that…appearances.  When it came to tracking and killing, both were probably equal in their capabilities.

"I have a mission of sorts, for you both…" she continued, as the two Agents looked on.  

Unlike Smith, they didn't have that annoyed type of look that he was so prone to having.  This made things much easier.

"…Your former comrade is no doubt wandering around somewhere in this city, although I can't say for certain where.  It is imperative that I meet with him…as soon as possible."

Noting the look that passed between the two Agents, she knew that they were questioning her motives.  They did after all, work for the System, which meant that what she was asking them to do was probably crossing the line.  But frankly, she didn't care.

"I do not understand…" Agent Jones spoke up, not really computing what was being said.  "…We were required to abandon all of our searches for rogue programs.  It is no longer our priority."

He definitely was the talkative one of the bunch.  But that was always a good quality with where she was concerned.  She had had difficulty getting Agents to even answer her questions in the past.  At least she didn't have to worry about that with this one.

"It may no longer be your priority, but it is now _my number one priority, and I need your help to do it" she answered back, walking towards the two of them._

"You have the ability to request other Agents to be sent to assist you.  There is no need for us" Agent Brown now answered, his voice indicating that they still were not picking up on her reasons for requesting them.

"True…" she agreed, tilting her head to one side as if thinking about it.  "…however, you have a history with him, and I think that that may come in handy.   I am not about to take any chances."

Strolling past the two Agents, she made it clear that this was the end of the conversation.  All they needed to do was to find Smith and detain him.  She didn't think that it was that hard to do.  Except maybe for the slight fact that there were probably countless Smith's everywhere in the city.

They didn't need telling twice as Leila promptly heard the footsteps of both Agents, falling in line behind her.

"When you find him, call me" she said, making for the elevator.

Allowing them to enter, she watched as the doors closed, the two Agents now on their way downstairs and heading to track down their former leader.

* * *

The Core Network was buzzing with activity as the main streets were packed with people, all rushing to go somewhere they thought that they just had to be.  

It was your typical downtown, the skyscrapers slowly decreasing in number as one went along, leading right into the deserted area of the city.

The abandoned building that had housed the old weary man only two days prior, now seemed even more derelict.  The sign out front read "Jenson's Lumber Mill" in large yet very faded, green letters.  

Luckily for Smith, he did not have to deal with being amongst the mass population of humans, who lined the pavement only blocks away.

He had eventually been able to get up and out of the position he had been in during his time at the boy's home.  It had been unfortunate, but now he was aware of the situation, and could take an appropriate course of action.

As a rogue program, he understood that he could no longer have access to any of the Mainframe's information; causing him to rely on either using his own duplicates, or tracking down other exiled programs.  While he usually opted for the former, this time around, he needed someone who had information that he could not find out himself.

The Program Keeper had been one of the most important programs that had been created by the System.  All Agents knew about it, although there had never been any need for its use, at least not with Smith.

It hadn't been long before Smith's 'change', that the older version of the Program Keeper had been classified as 'outdated'.   It was only a matter of time before he found out, just what exactly the old program was now up to.

Entering the lower level of the building, his crisp dark suit and polished shoes stood out amongst the stale air and dirty floors.  He didn't mind however, as his focus was only on one thing in particular.

The only things visible were a chair and a desk, no sign of anyone else in the surrounding area.  But he knew…there had been someone here a short while ago, the coding of the room showing that there had been major changes in its structure fairly recently.   The Program Keeper had been here…yet there was no telling where he could be now.

He had never been the patient type, and all these new scenarios were directing him off his track.  Even his duplicates were having a hard time finding the answers to the questions he still had.  And new questions had arisen within the last forty-eight hours, ones which needed answers; the only person capable of doing so, was the one person he could not find.

His hands balled into fists, Smith moved his head to one side and cracked it.  It was an unnecessary action, but one which always seemed to indicate when he was angry or frustrated.  In a flash, the desk, which had been on its four legs, was now in pieces on the floor, having been thrown violently against the wall.  Things were not going well for him.

He was sick of everything…sick of Mr. Anderson, sick of the Rebellion, sick of the System, and frankly just sick of both the humans and the machines in general.

With one last glance around the room, Smith walked towards the door, hoping that maybe something on the main level of the factory would be of help.  What he saw however, made him stop in his tracks, as a look of faint surprise graced his face.

Out of the shadows, two individuals approached…namely Agent Brown and Agent Jones.  Apparently they had not been deleted as Smith had thought they'd been.

"Well I see that you both are still very much active.  It is like a reunion of sorts, although I assume that you are not here to assure me that I was missed," he said smoothly, noting that both his former colleagues appeared ready to strike.   They had been sent to capture him; something that did not really surprise him in the least.

Brown and Jones were still plugged in, making it clear that there was no possible way for the ex-Agent to relate to them how he felt, or what his new purpose was.   

"You are corrupted" Agent Jones replied tonelessly, not even bothering to show his distaste.  

They had all once worked as a single unit, doing their jobs as one…and always getting it done.  Now, they were pitted against each other…the head of them now staring off with his two associates.

Smith's smile vanishing, he kept his expression neutral, not bothering to appear threatened.  

"Unfortunately Agent Jones, you are not capable of understanding what I have become, what my purpose is…" he said, motioning his hand to encompass their surroundings.  "I am now much more than a tool of the System."

"It is irrelevant what you assume yourself to be.  Our mission is to detain you" Agent Brown answered curtly, seeming impatient as he took the time to look over at Agent Jones.

It had been a long time since Smith had interacted with sentient programs like himself, but he had not forgotten the mannerisms and movements which indicated an Agent's course of action.

Watching as both Brown and Jones approached, Smith raised an eyebrow, wondering if the two of them thought that they would be able to hold him down.  He hated being underestimated.

"I believe you have yet to be introduced to my new colleagues" he said, prompting both the Agents to glance around.

Countless Smiths had now entered from the single door behind them, encircling both the original Smith and the two Agents.   There must have been twenty or so, all within ten feet of their targets.

"Certainly you didn't think that I would be easy to _detain_" he sneered at them, obviously displeased at their arrogance.

Both the Agents took a step back, unsure of what they were to do.  All they had been ordered to accomplish was to detain the ex-Agent; they had not been given any other relevant data on their former partner, other than he was corrupted and would soon be captured and deleted.

"Goodbye Agent's Brown…Jones" Smith sighed, slowly removing his glasses and looking rather bemusedly at the two of them.

All at once, the twenty Smiths leaped forward, jumping well into the air and preparing to grab hold of the two Agents.  Yet none of them ever expected to suddenly bounce backwards in midair and slam back into the walls behind them.

Both the Agents looked around, no doubt more confused than before.  As for Smith himself, his eyes were wide, wondering just what exactly had happened.

The Smiths around them beginning to slowly get to their feet, the sound of a single pair of footsteps could be heard descending the stairs.  

Forgetting momentarily about the situation they all were in, all heads turned towards the door, a slightly stunned Smith looking on, ready to kill just about anyone who walked in.

"You know…" a feminine voice started from the staircase, opening the door and eying the situation. "…in the Core Network there are certain barriers present, basically made of coding so condensed that it can act as an impenetrable wall."

The voice was unfamiliar to Smith, although by the looks of it, the female was undeniably human.  No human, other than members of the Rebellion knew anything about the Core Network, leaving Smith to watch this girl in front him closely.  There was no point in killing her right away.

"Of course, only a few people know that such barriers exist…most of the programs within the Matrix are also completely oblivious to it.  Unfortunately, it's still hell to get a hold of a decent barrier coding, even if you do know about it."

Moving forward and standing directly in the sun's rays, the girl appeared overly confident, something that most humans naturally were.  She was young, and obviously arrogant, standing beside Agent's Brown and Jones as if she were taking a stroll through the park.

"Lucky for me…I've got people that owe me a few favors here and there…and voila!" she said smiling, her hands clasping together to make her point.

"It is however, unlucky for you…" Smith answered back, his mouth twitching at the sides.  This female may have known about the structure of the System, but she did not take into consideration that she was still only human.

"Really? How so?" she asked in response, appearing to be truly curious as to how it was that she was just so unlucky.   "You cannot touch Agent's Brown and Jones, nor can you touch me.  I don't see how that makes me unlucky in any way."

It was obvious that she had made a point, as all the Smiths looked expectantly at their predecessor.  The human was obviously a rarity…knowing things, or at least appearing to know things that could possibly stop him in his tracks.   He wasn't however, about to wait and find out.

While he had never used it since his 're-birth', Smith soon had his Desert Eagle out, and not hesitating, pulled the trigger, sending a bullet straight at her.  It shouldn't have surprised him then, that a loud sound emanated from a few feet in front of where the girl was standing.  

The bullet had slammed into a non-existent wall, flattening into a silver shaped disc on impact.  Falling to the floor with a small clatter, the bullet had sadly, not done its' job.

"What part of 'impenetrable', did you not understand?" she responded darkly, obviously annoyed that the ex-Agent hadn't believed anything she had said.  

Agent's Brown and Jones, realizing it was probably the best time to take action, immediately reached for their weapons simultaneously, stopping suddenly as the human spoke up.

"I don't need him dead," she stated firmly, looking at the two of them; and then realizing that the countless other Smiths seemed ready to lunge again, she gave Smith a friendly reminder.

"I would have hoped that you remembered that you are no longer an Agent of the System.  Adding that to the fact that right now you pretty much can't try and clone yourself by using the Agents and myself, you should try and remember that you can still be destroyed" she said, walking towards one of the Smiths that lined a side of the room.  

Eying the Smith clone up and down, she smirked as she saw his hands constantly ball into fists as she inspected his suit, his tie, and his sunglasses.  Not to mention her taking the liberty of walking behind him and inspecting what could only be the nape of his neck, and his back.

"I just want to talk…that's all" she said to the Smith in front of her, not bothering to address the 'original'.

"I'm listening" Smith replied through gritted teeth, slightly unnerved at the fact that he didn't appear to have control over the matter.

Laughing softly, she turned her direction towards the one and only.  "No no…I'd rather converse somewhere that didn't have this much 'anxiety' in the air."

Turning around, she walked back towards the door, pausing to address the ex-Agent once more.

"Well, follow me then" she said, now already half way up the stairs.

This presumptuous girl was practically threatening him into following her.  Smith was not one to take orders, especially not from a human girl.  Yet, everything was going wrong, thus resulting in him having no choice but to follow the girl up the stairs.

The sun now having risen, it was now clear that she had known exactly where to come. Two black Mercedes were parked directly outside, both of them housing what looked to be Agents in the driver's seats.  This human was working for the System.

"Please…get in the car" she said, motioning towards the first Mercedes.

Either this human thought he was stupid, or she was insane.  Smith assumed that it was most likely both.

Raising an eyebrow in response, it was quite clear that he would rather not get in the vehicle.

"Oh don't worry.  If we wanted to you destroyed, you would have been gone a looong time ago" she emphasized, making it clear that he didn't have an option.

As the girl went to open the door, she gestured for him to go in.

Walking cautiously forward, it was obvious that whatever this human was thinking, he would not find out on his own.  

Entering the vehicle, he moved towards the far side of the car, allowing the girl to enter.  She was actually going to sit next to him…voluntarily.  This was definitely a new occurrence.  

As she closed the door beside her, she leaned forward towards the driver's seat, giving the Agent an address.  Settling back down in her seat, she focused her attention on the rogue program.  

"Just another fact I should mention.  We're still in the Core Network, meaning that you can't touch me…" she started, and then added on an afterthought "…well, you can technically 'touch' me, but I'm assuming that any physical contact with me on your behalf would be to either injure or kill me.  So please keep that in mind in case you get any homicidal tendencies."

So far Smith hadn't said much, which bothered her to no end.  Hell, if it were her, she would have been asking questions left and right.  But that's what was different about them: she was human and he was a program.

"You apparently know who I am, but I have yet to know who I am spending my time with" he started, his eyes never leaving hers.

Receiving a small chuckle in response, Smith frowned.  This was not the reaction he had anticipated.

"How silly of me…my name is Leila" she said kindly, even putting out her hand to shake his.

Whether or not he had actually thought about declining to shake her hand, he didn't show it as he courteously gave his hand to her in response.

"You are not with the Rebellion…" he stated, briefly calculating the risk of trying to break her hand with his own. 

"And how exactly do you figure that, Mr. Smith?" Leila asked him, as if already knowing the answer.

All she got in return was another arch of the eyebrow, and another question in return. 

"What do you want Miss…Leila?"

"Well, it's an interesting story actually…" she stated, preferring to look out the window rather than at the ex-Agent as she spoke.  "…I was recently required to work with a partner, one which I believed to be more of a nuisance than anything else.  This partner, whom I've only had for less than 24 hours, has already become a pain in my ass.  And yet, this said partner of mine has actually been given the task of capturing and destroying the most wanted rogue agents within the Matrix…and lo and behold, you're on the list."

It was a quick summary of a long and complicated story, but it would have to do for now.  She wasn't about to divulge any more information than she had to…not until she got what she wanted.

For the next few minutes, silence enveloped the car, Leila keeping her eyes on the passing scenery, and Smith keeping his eyes on her.

The trip wasn't long however, as the car finally stopped a few minutes later.

They were now in front of what looked to be a quaint little French café.  It was still early in the morning, yet there were several groups of people already sitting outside on umbrellas, sipping on coffee and eating freshly baked pastries.

The smell of bread wafting through the car, Leila quickly opened the car door, getting out and waiting for Smith to follow.  A deal would be made…whether the ex-Agent was aware of it or not.

To Be Continued… 


End file.
